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As filed with the Securities and Exchange Commission on July 1, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
PRIMUS KNOWLEDGE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Washington 91-1350484
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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Suite 1900
1601 Fifth Avenue
Seattle, Washington 98101
(Address of principal executive offices, including zip code)
PRIMUS KNOWLEDGE SOLUTIONS, INC. 1999 STOCK INCENTIVE COMPENSATION PLAN
PRIMUS KNOWLEDGE SOLUTIONS, INC. 1995 STOCK INCENTIVE COMPENSATION PLAN
SYMBOLOGIC CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
SYMBOLOGIC CORPORATION EMPLOYEE STOCK OPTION AND RESTRICTED STOCK
AWARD PLAN
PRIMUS KNOWLEDGE SOLUTIONS, INC.1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
MICHAEL A. BROCHU
President and Chief Executive Officer
Primus Knowledge Solutions, Inc.
1601 Fifth Avenue, Suite 1900
Seattle, WA 98101
(206) 292-1000
(Name, address and telephone number, including area code, of agent for service)
______________________
Copies to:
GREGORY GORDER
PERKINS COIE LLP
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
______________________
CALCULATION OF REGISTRATION FEE
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Title of Securities Number to Be Proposed Maximum Proposed Maximum Amount of
to Be Registered Registered(1) Offering Price Aggregate Offering Price Registration Fee
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Common Stock, $.025 par value, subject to
outstanding options with fixed exercise
prices under the:
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<S> <C> <C> <C> <C>
Non-Employee Director Stock Option Plan 8,332 $ 2.25(2) $18,747.00
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Primus Knowledge Solutions, Inc. 1995
Stock Incentive Compensation Plan 2,710,097 $ 4.54(2) $12,303,840.38
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Symbologic Corporation Employee Stock 235,214 $ 1.98(2) $ 465,723.72
Option and Restricted Stock Award Plan
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Common Stock, $.025 par value, not subject
to outstanding options or not having fixed
exercise prices under the:
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Primus Knowledge Solutions, Inc. 1999 2,309,482 $11.00(3) $25,404,302.00
Stock Incentive Compensation Plan
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Primus Knowledge Solutions, Inc. 1999 1,000,000 $11.00(3) $11,000,000.00
Employee Stock Purchase Plan
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TOTAL: 6,263,125 $49,192,613.10 $13,676
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(1) Based on shares subject to outstanding options or reserved for future
issuance pursuant to employee benefit plans as of June 30, 1999, together
with an indeterminate number of additional shares which may be necessary to
adjust the number of shares reserved for issuance pursuant to such employee
benefit plans as the result of any future stock split, stock dividend or
similar adjustment of the registrant's outstanding Common Stock.
(2) Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the exercise prices of options granted as of the filing
date of this Registration Statement. With respect to the Primus Knowledge
Solutions, Inc. 1995 Stock Incentive Compensation Plan, the per share
offering price of $4.54 represents the weighted average of the exercise
prices of currently outstanding grants, which range from $3.00 per share to
$10.50 per share. With respect to the Symbologic Corporation Employee Stock
Option and Restricted Stock Award Plan, the per share offering price of
$1.98 represents the weighted average of the exercise prices of currently
outstanding grants, which range from $.03 per share to $3.00 per share.
With respect to the Non-Employee Director Stock Option Plan, all of the
8,332 outstanding options have an exercise price of $2.25 per share.
(3) Estimated as of June 30, 1999, solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended. The proposed maximum offering price is $11.00, which is the
initial offering price of the Common Stock.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The registrant's prospectus filed with the SEC on July 1,
1999 under Rule 424(b) of the Securities Act of 1933, as amended; and
(b) The description of the registrant's Common Stock contained
in the Registration Statement on Form 8-A filed on June 4, 1999, under Section
12(g) of the Exchange Act, including any amendments or reports for the purpose
of updating such description.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment, which indicates that the securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 10 of the registrant's Amended and Restated Bylaws
provides for indemnification of the registrant's directors, officers, employees
and agents to the maximum extent permitted by Washington law. The directors and
officers of the registrant also may be indemnified against liability they may
incur for serving in that capacity pursuant to a liability insurance policy
maintained by the registrant for such purpose.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Section 5.2 of the registrant's Fourth Amended and Restated Articles
of Incorporation contains provisions implementing, to the fullest extent
permitted by Washington law, such limitations on a director's liability to the
registrant and its shareholders.
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Item 8. EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Perkins Coie LLP (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Primus Knowledge Solutions, Inc. 1999 Employee Stock Purchase
Plan (incorporated by reference to Exhibit 10.21 to the
Registration Statement on Form S-1)
99.2 Primus Knowledge Solutions, Inc. 1999 Stock Incentive
Compensation Plan (incorporated by reference to Exhibit 10.20
to the Registration Statement on Form S-1)
99.3 Primus Knowledge Solutions, Inc. 1995 Stock Incentive
Compensation Plan (incorporated by reference to Exhibit 10.19
to the Registration Statement on Form S-1)
99.4 Symbologic Corporation Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.18 to the Registration
Statement on Form S-1)
99.5 Symbologic Corporation Employee Stock Option and Restricted
Stock Award Plan (incorporated by reference to Exhibit 10.17 to
the Registration Statement on Form S-1)
Item 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on the 30th day of
June, 1999.
PRIMUS KNOWLEDGE SOLUTIONS, INC.
/s/ MICHAEL A. BROCHU
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By: President, Chief Executive Officer and
Chairman of the Board
Each person whose individual signature appears below hereby authorizes
Michael A. Brochu and Elizabeth J. Huebner, or either of them, as attorneys-in-
fact with full power of substitution, to execute in the name and on the behalf
of each person, individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any and all post-
effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 30th day of June, 1999.
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Signature Title
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/s/ MICHAEL A. BROCHU President, Chief Executive Officer and Chairman of the Board
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Michael A. Brochu (Principal Executive Officer)
/s/ ELIZABETH J. HUEBNER Vice President, Chief Financial Officer, Secretary and
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Elizabeth J. Huebner Treasurer (Principal Financial and Accounting Officer)
/s/ ANTONIO M. AUDINO Director
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Antonio M. Audino
/s/ PROMOD HAQUE Director
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Promod Haque
/s/ FREDRIC W. HARMAN Director
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Fredric W. Harman
/s/ YASUKI MATSUMOTO Director
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Yasuki Matsumoto
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Perkins Coie LLP (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Primus Knowledge Solutions, Inc. 1999 Employee Stock Purchase
Plan (incorporated by reference to Exhibit 10.21 to the
Registration Statement on Form S-1)
99.2 Primus Knowledge Solutions, Inc. 1999 Stock Incentive
Compensation Plan (incorporated by reference to Exhibit 10.20 to
the Registration Statement on Form S-1)
99.3 Primus Knowledge Solutions, Inc. 1995 Stock Incentive
Compensation Plan (incorporated by reference to Exhibit 10.19 to
the Registration Statement on Form S-1)
99.4 Symbologic Corporation Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.18 to the Registration
Statement on Form S-1)
99.5 Symbologic Corporation Employee Stock Option and Restricted
Stock Award Plan (incorporated by reference to Exhibit 10.17 to
the Registration Statement on Form S-1)
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EXHIBIT 5.1
[Perkins Coie LLP Letterhead]
July 1, 1999
Primus Knowledge Solutions, Inc.
1601 Fifth Ave., Suite 1900
Seattle, WA 98101
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 6,263,125 shares of Common
Stock, par value $.025 per share (the "Shares"), which may be issued as follows:
1,000,000 shares pursuant to the Primus Knowledge Solutions, Inc. 1999 Employee
Stock Purchase Plan; 2,309,482 shares pursuant to the Primus Knowledge
Solutions, Inc. 1999 Stock Incentive Compensation Plan; 2,710,097 shares
pursuant to the Primus Knowledge Solutions, Inc. 1995 Stock Incentive
Compensation Plan; 8,332 shares pursuant to the Symbologic Corporation Non-
Employee Director Stock Option Plan; and 235,214 shares pursuant to the
Symbologic Corporation Employee Stock Option and Restricted Stock Award Plan.
Based upon and subject to the foregoing, we are of the opinion that any
original issuance of Shares that may be issued pursuant to the plans have been
duly authorized and that, upon the due execution by the Company and the
registration by its registrar of such Shares and the sale thereof by the Company
in accordance with the terms of the plans, and the receipt of consideration
therefor in accordance with the terms of the plans, such Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ PERKINS COIE LLP
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Primus Knowledge Solutions, Inc. 1999 Stock Incentive
Compensation Plan, Primus Knowledge Solutions, Inc. 1995 Stock Incentive
Compensation Plan, Symbologic Corporation Non-Employee Director Stock Option
Plan, Symbologic Corporation Employee Stock Option and Restricted Stock Award
Plan and Primus Knowledge Solutions, Inc. 1999 Employee Stock Purchase Plan of
our report dated March 12, 1999 (except Note 14, as to which the date is May 3,
1999) with respect to the consolidated financial statements of Primus Knowledge
Solutions, Inc. included in its Registration Statement (Amendment No.3 to Form
S-1) filed with the Securities and Exchange Commission.
Ernst & Young LLP
Seattle, Washington
June 30, 1999
